Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
The
following discussion should be read in conjunction with our financial statements and notes to those financial statements, included elsewhere
in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and
the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various
factors, including those set forth under “Risk factors” and elsewhere in this prospectus.
FORWARD-LOOKING
STATEMENTS:
Certain
statements made in this Report may constitute “forward-looking statements on our current expectations and projections about future
events.” These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual
results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied
by the forward-looking statements. In some cases you can identify forward-looking statements by some words such as “may,”
“should,” “potential,” “continue,” “expects,” “anticipates,” “intends,”
“plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current
beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
These forward-looking statements are made as of the date of this Report, and we assume no obligation to update these forward-looking
statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions,
risks, and uncertainties, the forward-looking events discussed in this Report might not occur and actual results and events may vary
significantly from those discussed in the forward-looking statements.
Overview and Recent Developments
As
a result of the Exchange, which was consummated January 23, 2023, we are no longer a shell company. However, for the fiscal year ended
as of December 31, 2022, we were a shell company and did not generate any revenues.
The
Report of our independent registered public accountants on our financial statements for the year ended December 31, 2022 states that
these conditions, among others, raise substantial doubt about our ability to continue as a going concern.
On February 7, 2023, the Board and the holder
of 121,343,700 shares of Common Stock, representing approximately 59.98% of the Company’s voting equity, approved by written consent,
in accordance with the applicable provisions of Nevada law, the execution and filing of the Amendment with the Nevada Secretary of State,
to effect the change of the Company’s name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation”.
On March 9, 2023, the Company filed the Amendment with the Nevada Secretary of State, with immediate effect.
Results
of Operations
Year
Ended December 31, 2022 Compared to Year Ended December 31, 2021
Revenues.
During the years ended December 31, 2022 and 2021, we did not realize any revenues from operations.
25
Operating expenses. For the year ended
December 31, 2022, our total operating expenses were $74,708, a decrease by $47,080, or 39%, from $121,788 for the year ended December
31, 2021. This decrease was mainly due to reduction from the professional fees related to legal services. For the year ended December
31, 2021, our total operating expenses were $121,788, decreased by $100,819, or 45%, from $222,607 for the year ended December 31, 2020.
This decrease was mainly due to disposal of operations in 2020 and becoming a shell company as of January 1, 2021.
Loss from operations. As a result
of the foregoing, our loss from operations was $74,708 for the year ended December 31, 2022, compared to $121,788 for the year ended December
31, 2021. This decrease was mainly due to reduction from the professional fees related to legal services.
Income
taxes. We did not incur income tax expenses for the years ended December 31, 2022 and 2021.
Net
loss. For the year ended December 31, 2022, our net loss was $74,708 compared to $121,788 for the year ended December 31, 2021.
The decreased loss was primarily due to the decreased operating expenses.
Liquidity
and Capital Resources
As
of December 31, 2022, we had current assets of $0, we had liabilities of $177,761, and our working capital deficit was $177,761. We anticipate
that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the
SEC.
During
fiscal year ended December 31, 2022, we kept our monthly cash flow requirement low for two reasons. First, our sole officer did not draw
a salary. Second, we were able to keep our operating expenses to a minimum by operating in space provided at no expense by our sole officer
and director.
We
currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that
will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Our
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”),
which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of approximately
$7,430,676. In addition, our current liabilities exceed our current assets by $177,761. These factors raise substantial doubt about our
ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value
of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient
to fund our commitments and ongoing losses, and ultimately generate profitable operations.
Cash
Flows
Operating
Activities
For
the year ended December 31, 2022, net cash used in operating activities was $0 and related to our net loss from continuing operations
of $74,708, offset by an increase in other payables of $74,708.
For
the year ended December 31, 2021, net cash used in operating activities was $70,079, related to our net loss of $121,788, reduced by
an increase in other payables of $51,709.
Investing
Activities
For
the year ended December 31, 2022, we reported no cash provided by our investing activities. For the year ended December 31, 2021, we
reported cash inflow of $119,070 from investing activities due to disposal of our operating subsidiaries.
Financing
Activities
For
the year ended December 31, 2022, we had no cash inflow from our financing activities. For the year ended December 31, 2021, we reported
a cash outflow of $48,991 from our financing activities which was mainly due to distribution of $119,070 as a special dividend to our
minority shareholders and a financial support of $70,079 received from our related party.
26
Critical
Accounting Policies
Our
financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles
(“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these
policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience,
on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by management.
The
financial statements have been prepared in conformity GAAP, which contemplates our continuation as a going concern. The Company has no
revenue since January 1, 2020 and has incurred losses to date of approximately $7.4 million. In addition, the Company’s current
liabilities exceed its current assets by $177,761. The Company intends on financing its future development activities and its working
capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources,
including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors
raise substantial doubt about the Company’s ability to continue operating as a going concern. The Company’s ability to continue
our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business
is dependent upon our ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable
operations.
Contractual
Obligations
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.
27
Off
Balance Sheet Items
Under
SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or
contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:
● any obligation under certain guarantee contracts,
We
do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course
of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are
recognized in our financial statements in accordance with generally accepted accounting principles in the United States.
Going
Concern
We incurred net losses of approximately $74,708
for the year ended December 31, 2022. We had an accumulated deficit of approximately $7,430,676 and working capital deficiency of $177,761
as of December 31, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The
continuation of us as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders
or external financing. There can be neither no assurances to that effect, nor no assurance that we will be successful in securing sufficient
funds to sustain the operations.
These financial statements do not include any
adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the outcome of these uncertainties. We believe that the actions presently being taken to obtain additional
funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.
28
Revenue
Recognition
The
Company recognizes revenue when control of promised goods or services is transferred to the company’s customers, in an amount that
reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Prior
to the Merger Agreement as of December 31, 2020, with respect to sales of product to both franchisee and non-franchisee customers, the
Company transfers control, invoices the customer and recognizes revenue upon shipment to the customer. Sales prices are based on fixed
price lists that are different depending on whether the price list is for franchisee customers or for non-franchisee customers. Sales,
value add and other taxes collected concurrent with revenue-producing activities are excluded from revenue.
After
the consummation of the Merger as of December 31, 2020, the Company did not report any revenue for the year ended December 31, 2022 or
December 31, 2021.
Recent
Accounting Pronouncements
No accounting standards that have been issued
or proposed by the FASB or other standards-setting bodies that require adoption until a future date are expected to have a material impact
on the Company’s financial statements upon adoption.
Item
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not
applicable.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The audited financial statements of Idaho Copper Corporation (formerly
known as Joway Health Industries Group Inc.) as of December 31, 2022 and 2021 are appended to this Annual Report beginning on page F-1.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Item 9A.
CONTROLS AND PROCEDURES.
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that
are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information
is accumulated and communicated to our senior management, consisting of Steven Rudofsky, President and Chief Executive Officer (Principal
Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer), as appropriate to allow timely decisions regarding
required disclosure.
We
carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Steven Rudofsky,
President and Chief Executive Officer (Principal Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer),
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based on the evaluation
of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting,
our senior management concluded that our disclosure controls and procedures were not effective.
29
Management’s
Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and
procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.
As
of December 31, 2022, management consisted solely of Ramon Lata, President, Treasurer and Secretary (Principal Executive Officer and
Principal Financial Officer). Current management assessed the effectiveness of our internal control over financial reporting based on
the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting
such assessments. Based on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies
that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our
Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by Steven Rudofsky, President and Chief Executive Officer (Principal
Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer) in connection with the review of our financial statements
as of December 31, 2022.
Management
believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the lack of independent directors on our Board results in ineffective
oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement
in our financial statements in future periods.
30
Management’s
Remediation Initiatives
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:
Assuming
we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.
We
also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning
audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such
as reviewing and approving estimates and assumptions made by management.
Management
believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will
remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B.
OTHER INFORMATION.
None.
Item
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not
applicable.
31
PART
III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our
Board of Directors
Below
are the names of and certain information regarding the Company’s current executive officers and directors who were appointed effective
as of January 23, 2023:
NAME AND ADDRESS AGE POSITION(S) DATE OF APPOINTMENT
Steven Rudofsky 60 Chief Executive Officer and President January 23, 2023
Shaun Dykes 70 Director, Vice President - Exploration January 23, 2023
John Moeller 76 Director January 23, 2023
Directors
are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders,
or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until
the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
A
majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must
be present at the meeting to constitute a quorum. Any action required or permitted to be taken by the Board may be taken without a meeting
if all members of the Board individually or collectively consent in writing to the action.
Executive
officers are appointed by the Board and serve at its pleasure.
The
principal occupation and business experience during the past five years for the Company’s executive officers and directors is as
follows:
The
biographies of the individuals appointed as directors and officers as discussed above follow:
Steven
Rudofsky
Mr.
Rudofsky, age 60, has been CEO of ICUMO since January 2022. He has been working in upstream and midstream natural resources for over
30 years. After beginning his career at Glencore (then Marc Rich and Co), he held senior and CEO positions at TransCanada Pipeline Ltd,
Credit Agricole Investment Bank and Alfa Group of Russia. He is the founder of Talex Commodities, which works with private equity and
debt providers, including family offices, to implement innovative financing for the junior mining and oil & gas sectors, including
streaming, convertible debt, and royalties. He holds a Bachelor of Arts degree from Clark University and a Juris Doctor degree from Emory
University School of Law.
Andrew
Brodkey
Mr.
Brodkey, age 66, has been the COO of ICUMO since January 2022. He has more than 30 years of experience working with public companies
in the mining and metals sector, including roles as VP, General Counsel at Magma Copper; VP of Business Development at BHP Copper; CEO
of Pan American Lithium/First Potash Corp; CEO of Zoro Mining Corp; and CEO of Pacific Copper Corp. He was also the Managing Director
of the International Mining Group at CB Richard Ellis, where he represented a number of major mining companies in the valuation, marketing
and sales of mining projects. He currently acts as a Principal with both Critical Metals Ventures, LLC and Energy Metals Discovery Group
LLC, private enterprises dedicated to finding and incubating early-stage copper, lithium, cobalt, vanadium, and titanium projects. He
received a Bachelor of Science degree (with distinction) in Mining Engineering from the University of Arizona, and a Juris Doctor degree
(cum laude) from Creighton University.
Robert
Scannell
Mr.
Scannell, age 64, has been the Chief Financial Officer of ICUMO since January 2022. Since 2015 he has been the Managing Partner of Feehan
Partners, LP, a private family office. Previously he spent nine years at Merrill Lynch & Co. as a Vice President of Institutional
Fixed-Income Sales. Thereafter, he founded Tradewinds Investment Management, LP, which from 1994 to 2015 managed numerous funds investing
in emerging markets, natural resources, and distressed assets. Mr. Scannell holds a Bachelor of Arts degree and Master of Business Administration
degree from Penn State University, a Master of Science degree from the University of Washington, a Juris Doctor degree from Purdue University,
and has been a Chartered Financial Analyst since 1993.
Shaun
Dykes
Mr.
Dykes, age 70, has been Vice President - Exploration of ICUMO since January 2022. He has been instrumental in the development of the
Idaho Copper project, acting as CEO of a predecessor company and as a champion of the project since 1994. He has over 35 years of experience
in the management, exploration, and analysis of mineral properties, and has been directly involved in, or responsible for, the discovery
of numerous mineral deposits, five of which have been placed into commercial production. Previously, Mr. Dykes spent 15 years as a project
geologist with Westmin Resources Ltd., where he managed a variety of early-stage and pre-production projects. He also played a major
role in the discovery and development of the Premier open pit deposit (at one time North America's largest gold mine), which required
analysis and computerization of an extensive historical database. Mr. Dykes is also the founder of Geologic Systems Ltd, which supplies
geological expertise to the mining and exploration community. He holds a Bachelor of Science in Geology and a Master of Science degree
in Geological Engineering from Queen's University.
32
Dr.
John Moeller
Dr.
Moeller, age 76, has served as a director of ICUMO since 2013. He is an environmental engineer with broad experience in the permitting,
development, and regulatory infrastructure of mining projects in Idaho. Since 2010 Dr. Moeller has represented the Idaho Copper project
before state, local, and federal agency officials, and has led the project's highly visible environmental assessment process. Previously,
he managed water quality and hazardous materials programs at the Idaho Department of Environmental Quality and was awarded an EPA Bronze
Medal for his work with hazardous waste and pollution prevention programs. Later in his career he was a Principal at Forsgren Associates,
a civil and environmental engineering firm in the western US and served on the board of directors for the Idaho Conservation league.
Dr. Moeller earned a PhD in Water Quality/Limnology from Idaho State University, and both a Master of Science (MS) degree in Zoology/Water
Quality and a Bachelor of Science in Electrical Engineering in from the University of Kentucky. From 2005-2017 he was on the Adjunct
Faculty at Boise State University, where he taught Water Quality Management.
For
the fiscal year ended December 31, 2022 and until the consummation of the Exchange on January 23, 2023, the Board of Directors was composed
of one member, Ramon Lata, who was appointed effective as of February 3, 2022. Mr. Lata was also appointed as the President, Treasurer
and Secretary of the Company. Since December 2021, Ramon Lata has been a vice president at Wilhelmina International, a model and talent
agency. Mr. Lata was a vice president at Factor Chosen LLC from April 2015 until September 2017, when it was acquired by MP Management.
From September 2017 until November 2019, Mr. Lata was a vice president at Select Model LA., until it was acquired by MP Management.
Involvement
in Certain Legal Proceedings
To
our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:
Audit
Committee
We
do not presently have an audit committee. Our Board of Directors currently acts as our audit committee.
Compensation
Committee
We
do not presently have a compensation committee. Our Board of Directors currently acts as our compensation committee.
33
Nominating
Committee
We
do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee.
Code
of Ethics
On
May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which
include our Chief Financial Officer, Treasurer and Chief Accounting Officer. On January 23, 2023, in connection with the Exchange, the
Board adopted a revised and restated Code of Ethics, applicable to all officers and directors. This Code of Ethics embodies the Company’s
commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules, and regulations.
The
Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. It promotes
full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC
and other public communications made by the Company. The Code of Ethics addresses the following areas:
● Honest and Ethical Conduct
● Conflicts of Interest
● Compliance
● Disclosure
● Protection and Proper Use of Company Assets
● Corporate Opportunities
● Confidentiality
● Fair Dealing
● Reporting and Enforcement
This Code embodies our commitment to conduct business in accordance
with the highest ethical standards and applicable laws, rules and regulations. We will provide any person a copy of our Code of Ethics,
without charge, upon written request to the Company’s Secretary. Requests should be addressed in writing to Idaho Copper Corporation
(formerly known as Joway Health Industries Group Inc.), 800 W. Main St., Ste 1460, Boise, Idaho 83702.
Item 11.
EXECUTIVE COMPENSATION.
Executive
Officer Compensation
The
following is a summary of all compensation paid to the Company’s executive officers for the last two completed fiscal years. The
summary is broken out into two tables below, the first of which is for the Company prior to the Closing (“Pre-Closing”)
because the Company’s last two completed fiscal years ended on December 31, 2022, and December 31, 2021. The second summary is
for the Company subsequent to the Closing (“Post-Closing”) and the acquisition of ICUMO because ICUMO’s last
two completed fiscal years ended on June 30, 2021, and June 30, 2022.
Information
in the Pre-Closing table pertains to Jinghe Zhang who was the principal executive officer of the Company until his resignation on February
3, 2022, when Crystal Globe Limited sold 83% of the issued and outstanding shares to JHP. Subsequently, Ramon Lata became the Company’s
principal executive officer and principal financial and accounting officer, serving in such capacity without compensation until the Closing.
Simultaneous with the Closing, Messrs. Rudofsky, Scannell, Brodkey, and Dykes were appointed as officers of the Company.
34
Summary
Executive Compensation Table 2021-2022 – Pre-Closing
Jinghe Zhang President, Chief Executive Officer 2022 $ 0 — — — — — — $ 0
Raymond Lata, President, Chief Executive Officer 2022 $ 0 — — — — — — $ 0
Summary
Executive Compensation Table 2021-2022 – Post-Closing (1)
Steven Rudofsky President, Chief Executive Officer 2021 $ — $ —
Robert Scannell Treasurer, Chief Financial Officer 2021 $ — $ —
Andrew Brodkey, Secretary, Chief Operating Officer 2021 $ — $ —
35
Option
Plan
There
were no stock options and no common shares set aside for any stock option plan as of December 31, 2022 for the Company or for ICUMO as
of June 30, 2022.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table
There
were no stock options exercised during the fiscal year ended December 31, 2022 or during the fiscal year ended June 30, 2022, by the
executive officers named in the Executive Compensation Table.
Long-Term
Incentive Plan (“LTIP”) Awards Table
There
were no awards made to a named executive officer in the last completed fiscal year under any LTIP.
Director
Compensation
The
following is a summary of the compensation paid to directors for the Company’s last completed fiscal year. As stated above, the
summary is broken out into two tables below, the first of which is for the Pre-Closing Period and the second of which is for the Post-Closing
period. The last completed fiscal year for the Company ended on December 31, 2022, and the last completed fiscal year for ICUMO ended
on June 30, 2022.
Summary
Director Compensation Table 2022 – Pre-Closing
Jinghe Zhang (1) $ — — — — — — $ —
Ramon Lata (1) $ — $ —
Summary
Director Compensation Table 2022 – Post-Closing
Shaun Dykes $ — — — — — — $ —
Trevor Burns (1) $ — — — — — — $ —
John Moeller $ — $ —
Andrew Brodkey $ — $ —
Robert Scannell $ — $ —
(1) Mr. Burns resigned as a director of ICUMO on September 12, 2022.
36
Employment
Contracts, Termination of Employment, Change-in-Control Arrangements
During
the year ended December 31, 2022, the Company did not have any employment agreement with its sole officer and director.
The
Company does not currently have employment agreements with any of its executive officers but expects to enter into employment agreements
with certain of them in the future. ICUMO currently has Management Agreements with Steven Rudofsky, Robert Scannell, and Andrew
Brodkey.
Mr.
Rudofsky and ICUMO entered into a Management Agreement dated January 1, 2022, for a term of one year with automatic renewals for one-year
periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one year period unless earlier terminated,
with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Rudofsky is entitled to severance of one
(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’
wages. Mr. Rudofsky’s annual base compensation is $250,000, reviewable at least annually, and he may participate in any Company
economic benefit plans that exist or may be implemented.
Mr.
Scannell and ICUMO entered into a Management Agreement dated January 1, 2022, for a term of one year with automatic renewals for one-year
periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one year period unless earlier terminated,
with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Scannell is entitled to severance of one
(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’
wages. Mr. Scannell’s annual base compensation is $200,000, reviewable at least annually, and he may participate in any Company
economic benefit plans that exist or may be implemented.
Mr.
Brodkey and ICUMO entered into a Management Agreement dated December 15, 2021, for a term of one year with automatic renewals for one-year
periods on December 31 of each year, subject to renegotiation within 60 days of the end of any one year period unless earlier terminated,
with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Scannell is entitled to severance of one
(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’
wages. Mr. Scannell’s annual base compensation is $250,000, payable in a combination of cash, common stock (valued at $0.15 per
share) and 5-year warrants (exercisable at $0.15 per share), with payments to be made upon the Company’s raising of certain funding
amounts, or “Trigger Amounts,” as stated in Mr. Brodkey’s agreement.
The
Company currently has no compensation plans or arrangements.
Compensation
Committee
We
do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board
of directors as a whole participates in the consideration of executive officer and director compensation.
Indebtedness
of Directors, Senior Officers, Executive Officers and Other Management
None
of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted
to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
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Item 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Securities Authorized for Issuance Under Equity
Compensation Plans
As of the end of the most recently completed fiscal
years, December 31, 2022 and December 31, 2021, the Company did not have any equity compensation plans and have not maintained any such
plans since our inception.
Security Beneficial Ownership Table
Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules,
shares of Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become
exercisable within sixty (60) days of the date of the applicable table below are deemed beneficially owned by the holders of such options
and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable,
the persons or entities named in the tables below have sole voting and investment power with respect to all shares of Common Stock indicated
as beneficially owned by them.
The following table sets forth information with
respect to the beneficial ownership of Common Stock as of March 1, 2023, by (i) each stockholder
known by us to be the beneficial owner of more than 5% of Common Stock (the Company’s only class of voting securities), (ii) each
of the directors and executive officers, and (iii) all of the directors and executive officers as a group. To the best knowledge of the
Company, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the
shares of Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To the knowledge
of the Company, none of the shares listed below are held under a voting trust or similar agreement, except as noted. Other than the Exchange,
to the knowledge of the Company, there is no arrangement, including any pledge by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result in a change in control of the Company.
Named Executive Officers and Directors
Steven Rudofsky – Chief Executive Officer and President 22,093,334 (3) 10.4 %
Shaun Dykes – Director, Vice President -Exploration 8,478,200 (5) 4.0 %
5% Stockholders
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Item 13. CERTAIN RELATIONSHIPS, RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The following are transactions for the last two
completed fiscal years and any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved
exceeds the less of $120,000 or one percent of the average of the registrant’s total assets at December 31, 2022 and 2021, and in
which any of the following persons had or will have a direct or indirect material interest.
● Any director or executive officer;
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Transaction with Crystal Globe
On November 20, 2020, we entered the Merger Agreement with Crystal
Globe Limited, a British Virgin Islands company which is a majority shareholder of Idaho Copper and the other parties signatory thereto.
Upon completion of the transactions contemplated by the Merger Agreement, Crystal Globe acquired all our business in consideration for
$119,070 in cash. The Company has distributed the cash to its shareholders (other than Crystal Globe) in an amount equal to such shareholder’s
proportionate share of the cash consideration based on such shareholders’ percentage of the outstanding common stock of the Company.
Transactions with Jinghe Zhang
During the year ended December 31, 2021, we received
financial supports of $66,235 from our former CEO and chairman, Mr. Jinghe Zhang. The loans due to him are for our daily operating activities
without interest charge and due on demand. On April 28, 2021, the Company entered into an agreement with Mr. Jinghe Zhang to release the
Company from $295,928 of indebtedness owed to him. As of December 31, 2021, the total unpaid principal balance due to Mr. Jinghe Zhang
for advances was $3,999. Upon the resignation of Mr. Zhang on February 3, 2022, each of the Company and Mr. Zhang released the other from
any and all amounts then due.
Transactions with Joway Shengshi
Joway Shengshi was one of the Company’s
subsidiaries but has been sold via the Merger Agreement on December 31, 2020. Mr. Jinghe Zhang owns 99% of the equity interest in Joway
Shengshi. For the years ended December 31, 2021 and 2020, we received $3,844 and $0 of advances from Joway Shengshi, respectively, for
our daily operating activities. On April 28, 2021, Joway Shengshi released the Company from $463,698 of indebtedness owed to it. As of
December 31, 2021, the total unpaid principal balance due to Joway Shengshi was $0.
Transactions with JHP
On February 3, 2022, upon the consummation of
the transactions contemplated by the Purchase Agreement by and among the Company, Crystal Globe Limited and JHP, JHP purchased 16,644,820
shares of common stock of the Company from Crystal Globe. The shares represented 83% of the issued and outstanding shares of the Company
on a fully diluted basis. The purchase price for the shares paid by JHP was $100,000. In connection with the acquisition of the 83% by
JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon Lata was appointed as the sole officer and director
of the Company.
In connection with the transactions contemplated
by the Share Exchange Agreement, prior to the closing, the Company assigned all the amounts owed to a third-party service provider to
JHP, the former controlling stockholder of the Company. Pursuant to the terms of this Debt Assignment and Release Agreement, JHP assumed
all the outstanding debts of the Company as of January 23, 2023.
Other Related Party Transactions
Except as disclosed above, no executive officer,
director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals
is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in a similar capacity or has a substantial
beneficial interest in is or has been indebted to us at any time since the beginning of our last fiscal year.
40
Procedures for Approval of Related Party Transactions
Our Board is charged with reviewing and approving
all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We
have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case
basis.
Item 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.
Audit Fees
For each fiscal year of 2022 and 2021, we incurred
aggregate fees and expenses of $10,000 and $10,000, respectively, from HHC for works completed for our annual audits and quarterly reviews.
Audit-Related Expenses
Audit-related expenses for 2022 and 2021 were
$0, respectively.
Tax Fees
We incurred aggregate fees and expenses of $0
for each fiscal year of 2022 and 2021, respectively.
All Other Fees
We incurred other fees of $0 for each fiscal year
of 2022 and 2021.
Policy on Audit Committee Pre-Approval of Audit
and Permissible Non-Audit Services of Independent Auditors
Since we did not have a formal audit committee,